5 September 2008
Eurovestech plc
(the "Company")
Further re: Directors' Incentive Arrangements
The Company announces that further to the announcement made on 3 March 2008, it
has entered into conditional employee incentive arrangements with Richard
Bernstein and Jean-Michel Petit, the Company's two executive directors. These
arrangements are conditional on shareholder approval, which will be sought at
the 2008 annual general meeting of the Company . If these arrangements are
approved they will be the sole incentive arrangements with Messrs Bernstein and
Petit.
Under the conditional incentive arrangements with Mr Bernstein, a bonus would
be paid to him of 7.5 per cent. of the net profits made by the Company in
relation to all of its investments above a certain hurdle, calculated on a
pooled basis since incorporation (the bonuses payable are linked to any
realisations by the Company from all its investments taken as a whole). The
hurdle comprises the Company's investment costs of all of its investments plus
a five per cent. internal rate of return from the date of such investment and
includes any disposal costs. Upon any realisation in relation to an investment
prior to the exit of all the Company's investments, an amount of 80 per cent.
of the total bonus that would have been payable had such realisation been the
final exit would be paid on account (a repayment mechanism has been put in
place should the bonus payable on the final exit be lower than the payments
received on account).
Under the conditional incentive arrangements with Mr Petit, certain of the
Company's existing investments have been grouped together and a bonus on each
such group taken as a whole would be paid to Mr Petit of 7.5 per cent. of the
net profits made by the Company above a certain hurdle. Mr Petit's agreement
provides that the Company's investments be pooled as follows: Pool 1 - KSS
Retail Limited and Knowledge Support Systems Limited; Pool 2 - LogNet
Information Systems plc, Magenta Corporation Limited and Mist Technologies SA.;
Pool 3 - ToLuna plc; and Pool 4 - ARKeX Limited. No hurdle applies to the
investment in ToLuna plc as past realisations in ToLuna plc have significantly
exceeded the amount of the Company's original investment. The hurdle is the
Company's investment costs in each investment in the relevant pool plus a five
per cent. internal rate of return from the date of such investment and any
disposal costs. Upon any realisation in relation to an investment prior to the
exit of all the investments in the relevant pool, an amount of 80 per cent. of
the bonus that would have been payable had such realisation been the final exit
would be paid on account (a repayment mechanism has been put in place should
the total bonus payable on the final exit be lower than the payments received
on account). Mr Petit and the Company have agreed that bonus arrangements for
Mr Petit relating to future investments by the Company would (unless otherwise
agreed by the Remuneration Committee of the Company) take account of any losses
made by the Company in relation to its other investments.
As Richard Bernstein and Jean-Michel Petit are directors of the Company and the
bonuses payable are uncapped, the bonus arrangements are related party
transactions as defined in Rule 13 of the AIM Rules for Companies.
The Directors other than Mr Bernstein and Mr Petit, having consulted with John
East & Partners Limited, the Company's nominated adviser, consider that the
terms of the bonus arrangement with Mr Bernstein and Mr Petit are fair and
reasonable insofar as the Company's shareholders are concerned.
Further information regarding these arrangements will be set out in a circular
to shareholders convening the requisite general meeting to approve the terms of
the bonus agreements.
ENQUIRIES:
Eurovestech plc
Quentin Solt Tel: 020 7491 0770
John East & Partners Limited
David Worlidge/Simon Clements Tel: 020 7628 2200
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